Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

The Annual Meeting of the shareholders of The
Gorman-Rupp Company will be held at the Companys Training
Center, 270 West 6th Street, Mansfield, Ohio, on Thursday,
April 27, 2006 at 10:00 a.m., Eastern Daylight Time, for
the purpose of considering and acting upon:

1.

A proposal to fix the number of Directors of the
Company at eight and to elect eight Directors to hold office
until the next annual meeting of shareholders and until their
successors are elected;

2.

A proposal to ratify the appointment of Ernst
& Young LLP as independent public accountants for the
Company during the year ending December 31, 2006; and

3.

Such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.

Holders of Common Shares of record at the close
of business on March 15, 2006 are the only shareholders
entitled to notice of and to vote at the Meeting.

This Proxy Statement is furnished to shareholders
of The Gorman-Rupp Company in connection with the solicitation
by the Board of Directors of the Company of proxies for use at
the Annual Meeting of the shareholders to be held at the
Companys Training Center, 270 West 6th Street, Mansfield,
Ohio, at 10:00 a.m., Eastern Daylight Time, on Thursday,
April 27, 2006. Holders of Common Shares of record at the
close of business on March 15, 2006 are the only
shareholders entitled to notice of and to vote at the Meeting.

A shareholder, without affecting any vote
previously taken, may revoke his proxy by the execution and
delivery to the Company of a later proxy with respect to the
same shares, or by giving notice to the Company in writing or in
open meeting. The presence at the Meeting of the person
appointing a proxy does not in and of itself revoke the
appointment.

As of March 15, 2006, the record date for
the determination of persons entitled to vote at the Meeting,
there were 10,685,697 Common Shares outstanding. Each Common
Share is entitled to one vote.

The mailing address of the principal executive
offices of the Company is 305 Bowman Street, Mansfield, Ohio
44903. This Proxy Statement and accompanying proxy are being
mailed to shareholders on or about March 29, 2006.

If notice in writing is given by any shareholder
to the President, a Vice President or the Secretary of the
Company, not less than 48 hours before the time fixed for the
holding of the Meeting, that such shareholder desires that the
voting for the election of Directors be cumulative, and if
announcement of the giving of such notice is made upon the
convening of the Meeting by the Chairman or Secretary or by or
on behalf of the shareholder giving such notice, each
shareholder shall have the right to cumulate such voting power
as he possesses at such election. Under cumulative voting, a
shareholder controls voting power equal to the number of votes
which he otherwise would have been entitled to cast multiplied
by the number of Directors to be elected. All of such votes may
be cast for a single nominee or may be distributed among any two
or more nominees as he may desire. If cumulative voting is
invoked, and unless contrary instructions are given by a
shareholder who signs a proxy, all votes represented by such
proxy will be divided evenly among the candidates nominated by
the Board of Directors, except that if so voting should for any
reason not be effective to elect all of the nominees

All Directors will be elected to hold office
until the next annual meeting of shareholders and until their
successors are elected and qualified. Proxies received are
intended to be voted in favor of fixing the number of Directors
at eight and for the election of the nominees named below. Each
of the nominees is presently a Director of the Company.
Mr. Jeffrey S. Gorman is the son of
Mr. James C. Gorman, and Mr. Christopher H.
Lake is the son of Dr. Peter B. Lake.

In the event that any of the nominees should
become unavailable, which the Board of Directors does not
anticipate, proxies are intended to be voted in favor of fixing
the number of Directors at a lesser number or for a substitute
nominee or nominees designated by the Board of Directors, in the
discretion of the persons appointed as proxy holders. The
proxies may be voted cumulatively for less than the entire
number of nominees if any situation arises which, in the opinion
of the proxy holders, makes such action necessary or desirable.

Based upon information received from the
respective nominees as of February 1, 2006, the following
information is furnished with respect to each person nominated
for election as a Director.

Except as otherwise indicated, there has been no
change in occupation during the past five years.

(2)

Reported in accordance with the beneficial
ownership rules of the Securities and Exchange Commission under
which a person is deemed to be the beneficial owner of a
security if he has or shares voting power or investment power in
respect of such security. Accordingly, the amounts shown in the
table do not purport to represent beneficial ownership for any
purpose other than compliance with the Commissions
reporting requirements. Voting power or investment power with
respect to shares reflected in the table are not shared with
others except as otherwise indicated.

(3)

Includes 361,993 shares owned by
Mr. Gormans wife and 92,262 shares held in a trust of
which Mr. Gorman is a co-trustee. Mr. Gorman has a
beneficial interest in 68,090 of the shares held in the trust,
considers that he shares the voting and investment power with
respect to all of the foregoing shares, but otherwise disclaims
any beneficial interest therein. The amount shown in the table
excludes 1,126,957 shares beneficially owned by members of
Mr. Gormans

immediate family and 288,614 shares held in
trusts of which he and members of his family have beneficial
interests. (68,090 of these trust shares are the same shares
described above.) Mr. Gorman disclaims beneficial ownership
of all of the shares referred to in this note (3).

(4)

Includes 42,112 shares owned by Mr. Gormans
wife and 132,015 shares owned by his minor children. Mr. Gorman
considers that he shares the voting and investment power with
respect to all of the foregoing shares, but otherwise disclaims
any beneficial interest therein. The amount shown in the table
excludes 47,851 shares held in a trust in which Mr. Gorman has a
beneficial interest. Mr. Gorman disclaims beneficial ownership
of all of the shares referred to in this note (4).

(5)

On June 2, 2005, Huntington Bancshares, Inc.
(Huntington) announced that the Securities and
Exchange Commission (Commission) approved the
settlement of the Commissions previously announced formal
investigation into certain financial accounting matters relating
to Huntingtons fiscal years 2002 and earlier and certain
related disclosure matters. As a part of the settlement, the
Commission instituted a cease and desist administrative
proceeding and entered a cease and desist order, as well as
filed a civil action in federal district court pursuant to
which, without admitting or denying the allegations in the
complaint, Huntington, its former chief financial officer, its
former controller, and Mr. Hoaglin consented to pay civil money
penalties. Huntington consented to pay a penalty of
$7.5 million. Without admitting or denying the charges in
the administrative proceeding, Huntington and the individuals
each agreed to cease and desist from committing and/ or causing
the violations charged as well as any future violations of the
Commissions regulations. Additionally, Mr. Hoaglin, agreed
to pay disgorgement, pre-judgment interest, and penalties in the
amount of $667,609. The former chief financial officer and the
former controller each also agreed to pay amounts consisting of
disgorgement, pre-judgment interest, and penalties and also
consented to certain other non-monetary penalties.

(6)

Mr. Hoaglin also served as a Director of the
Company from 1986 to 1989.

(7)

Includes 2,812 shares as to which Mr. Hoaglin
shares voting and investment power.

(8)

Includes 15,714 shares owned by
Mr. Lakes minor children as to which Mr. Lake
considers that he shares the voting and investment power with
respect thereto, but otherwise disclaims any beneficial interest
therein.

(9)

Includes 3,375 shares owned by Mrs. Lake as to
which Dr. Lake shares voting and investment power.

(10)

The amount shown in the table excludes 312 shares
held in a trust of which Mrs. Walston is trustee.
Mr. Walston disclaims beneficial ownership of all of the
shares referred to in this note (10).

During 2005, a total of five regularly scheduled
meetings of the Board of Directors (at least one each quarter)
and a total of 14 meetings of all standing Directors
Committees were held. All Directors attended at least 75% of the
aggregate of the total number of meetings held by the Board of
Directors and of the total number of meetings held by the
respective committees on which they served. In 2005, the
independent Directors met once in executive session
without the presence of the non-independent Directors and any
members of the Companys management.

The Audit Review Committee held six meetings in
2005. Its principal functions include reviewing the arrangement
and scope of the audit, considering comments made by the
independent accountants with respect to internal controls and
financial reporting, considering corrective action taken by
management, reviewing internal accounting procedures and
controls with the Companys internal auditor and financial
staff, and reviewing non-audit services provided by the
independent accountants. The Committee is governed by a written
charter adopted by the Board of Directors.

The Salary Committee held two meetings during
2005. Its principal functions are to determine the salaries of
the elected officers and certain senior executives of the
Company and to determine profit sharing amounts for eligible
employees, subject to approval by the Board of Directors.

The Pension Committee held five meetings in 2005.
Its principal functions are to monitor and assist in the
investment of the assets associated with the Companys
pension plan.

The Nominating Committee held one meeting during
2005. Its principal functions involve the identification,
evaluation and recommendation of individuals for nomination as
new members of the Board of Directors. Members of the Nominating
Committee are independent in accordance with
Section 121 of the listing standards of the American Stock
Exchange.

The Nominating Committee does not have a written
charter but follows policies and procedures by which to consider
recommendations from shareholders for Director nominees. (These
written policies and procedures were recommended by the
Committee and adopted by the Board of Directors for the
Committee in 1991.) Any shareholder wishing to propose a
candidate should deliver a typewritten or legible hand-written
communication to the Companys Corporate Secretary. The
submission should provide detailed business and personal
biographical data about the candidate, and include a brief
analysis explaining why the individual is well-qualified to
become a Director nominee. All recommendations will be
acknowledged by the Corporate Secretary and promptly referred to
the Nominating Committee for evaluation.

The Nominating Committee does not believe that
any particular set of skills or qualities are most appropriate
for a Director candidate. All Director candidates, including any
recommended by shareholders, are evaluated based upon their
(i) business and financial expertise and experience;
(ii) intellect to comprehend the issues confronting the
Company; (iii) reputation for diligence, and limited time
conflicts; and (iv) integrity, strength of character,
practical wisdom and mature judgment. Any Director candidate
will be subject to a background check performed by the
Committee. In addition, the candidate will be personally
interviewed by one or more Committee members before he or she is
nominated to be a new member of the Board of Directors.

The Board of Directors has determined that all
Non-Employee Directors (Messrs. Hoaglin, C. H. Lake, P. B.
Lake, Taylor, Walston and Walter) are independent
Directors in accordance with Section 121 of the listing
standards of the American Stock Exchange. Directors who are
employees of the Company (Messrs. J. C. Gorman and J. S.
Gorman) do not receive any compensation for service as
Directors. Each Non-Employee Director receives a fee for each of
the Board of Directors meetings attended. The fee was $2,300 for
meetings held during 2005. No fees are paid, however, for
attendance at committee meetings, except that Directors serving
as members of the Audit Review Committee receive an additional
fee of $300 for each Audit Review Committee meeting attended
that is held in conjunction with a Board of Directors meeting.
Each Committee Chairman also receives a retainer of
$1,000 per year. Effective May 22, 1997, the Board of
Directors adopted a Non-Employee Directors Compensation
Plan. Under the Plan, as additional compensation for regular
services to be performed as a Director, an automatic award of
500 Common Shares (from the Companys treasury) will be
made on each July 1 (through 2006 unless extended) to each
Non-Employee Director then serving on the Board. The award of
500 Common Shares made on July 1, 2005 had a market value of
$10,628.

Members of the Board of Directors are encouraged
to attend the Companys annual meetings of shareholders,
time permitting. All Directors were in attendance at the annual
meeting in 2005.

The Audit Review Committee has submitted the
following report to the Board of Directors:

(i) The Audit Review Committee has
reviewed and discussed the Companys audited consolidated
financial statements for the fiscal year ended December 31,
2005 with the Companys management and the Companys
independent public accountants;

(ii) The Audit Review Committee has
discussed with the Companys independent public accountants
the matters required to be discussed by Statement on Auditing
Standards No. 61 (Codification of Statements on Auditing
Standards, AU§380);

(iii) The Audit Review Committee has
received the written disclosures and the letter from the
Companys independent public accountants required by
Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and has discussed the issue
of independence, including the provision of non-audit services
to the Company, with the independent public accountants;

(iv) With respect to the provision of
non-audit services to the Company, the Audit Review Committee
has obtained a written statement from the Companys
independent public accountants that they have not rendered any
non-audit services prohibited by the Securities and Exchange
Commission rules relating to auditor independence, and that the
delivery of any permitted non-audit services has not and will
not impair their independence;

(v) Based upon the review and
discussions referred to above, the Audit Review Committee has
recommended to the Board of Directors that the Companys
audited consolidated financial statements be included in the
Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2005, to be filed with the
Securities and Exchange Commission; and

(vi) In general, the Audit Review Committee
has fulfilled its commitments in accordance with its Charter.

Members of the Audit Review Committee are
independent in accordance with Section 121 of
the listing standards of the American Stock Exchange. The
Chairman is also an independent audit committee financial
expert in accordance with Securities and Exchange
Commission rules.

Based upon a recommendation of the Audit Review
Committee, the Board of Directors adopted a written Charter for
the Audit Review Committee on October 23, 2003 (replacing
the previous Charter adopted on June 8, 2000). The
Committee reviews and reassesses the adequacy of the Charter on
an annual basis. A proposal to amend the Charter was adopted by
the Committee on October 27, 2005, and approved by the
Board of Directors on January 26, 2006. The Charter (as
amended) is set forth as an appendix to this Proxy Statement,
and will again be set forth as an appendix to the Proxy
Statement in 2009.

The foregoing report has been furnished by
members of the Audit Review Committee.

Robert E. Kirkendall
Senior Vice President and Chief
Financial Officer

18,454

-0-

William D. Danuloff
Vice President and Chief
Information Officer

13,873

8,668

Judith L. Sovine
Treasurer

4,562

3,978

*The table sets forth information received from
the executive officers as of February 1, 2006, and all
amounts represent less than 1% of the outstanding shares. The
shareholdings of James C. Gorman and Jeffrey S. Gorman
are included below and under the caption Election of
Directors.

The following table sets forth information
pertaining to the beneficial ownership of the Companys
Common Shares as of February 1, 2006 by James C. Gorman and
Jeffrey S. Gorman, and as of December 31, 2005 by each
other person known to the Company to own beneficially at least
five percent of the outstanding Common Shares.

This figure represents the aggregate amount of
Common Shares beneficially owned. Of the aggregate amount,
however, some shares are subject to sole voting power but shared
or no investment power, and some shares are subject to sole
investment power but shared or no voting power. Consequently,
the sum of this column does not equal the aggregate amount shown.

(2)

Includes 679,014 shares as to which voting
and investment power are shared.

There is shown below information concerning the
annual and long-term compensation for services in all capacities
to the Company for the fiscal years ended December 31,
2005, 2004 and 2003 of those persons who were, at
December 31, 2005, (i) the chief executive officer and
(ii) the other four most highly compensated executive
officers of the Company (the Named Officers).

Summary Compensation Table

Long-Term

All Other

Annual Compensation(1)(2)

Compensation

Compensation(4)

Stock

Long-term

Options/

Incentive

Name and Principal Position

Year

Salary

Bonus

Other(3)

SARs

Payouts

Total

Jeffrey S. Gorman

2005

$

187,500

$

100,000

$

2,322

0

0

$

2,800

$

292,622

President and Chief

2004

182,500

82,000

2,322

0

0

3,200

270,022

Executive Officer

2003

180,000

84,000

2,322

0

0

3,169

269,491

Robert E. Kirkendall

2005

133,333

50,000

3,091

0

0

2,748

189,172

Senior Vice President and

2004

128,333

36,000

3,012

0

0

2,600

169,945

Chief Financial Officer

2003

120,000

37,000

2,866

0

0

2,400

162,266

Judith L. Sovine

2005

106,333

32,000

3,870

0

0

2,151

144,354

Treasurer

2004

101,500

26,000

3,838

0

0

2,061

133,399

2003

98,500

25,500

2,861

0

0

1,928

128,789

William D. Danuloff

2005

106,333

32,000

991

0

0

2,137

141,461

Vice President and Chief

2004

102,000

26,000

948

0

0

2,054

131,002

Information Officer

2003

100,000

25,500

930

0

0

1,937

128,367

James C. Gorman

2005

100,000

21,000

3,864

0

0

977

125,841

Chairman

2004

100,000

21,000

3,864

0

0

975

125,839

2003

100,000

21,000

3,864

0

0

916

125,780

(1)

The Company sponsors The Gorman-Rupp Company
401(k) Plan. Substantially all the employees of the
Company, including the executive officers and the employees of
Patterson Pump Company (a wholly owned subsidiary), are eligible
to participate in the 401(k) Plan. Each participant in the
401(k) Plan may make before-tax contributions to the Plan
of up to 15% of compensation, but not in excess of the maximum
annual amount permitted by the Internal Revenue Code. The
maximum annual amount was $12,000 for 2003, $13,000 for 2004 and
$14,000 for 2005. In 2006, the maximum annual amount will be
$15,000 (and $20,000 for participants who are age 50 and older).
Before-tax contributions made to the 401(k) Plan qualify
for deferred tax treatment under Section 401(k) of the
Code. The Company makes matching contributions in its Common
Shares on a monthly basis for each participant who is an employee

on the last day of the month equal to 40% of the
first 4% of the participants before-tax contributions made
during the month. The participants before-tax
contributions and the Companys matching contributions are
nonforfeitable, but are subject to special nondiscrimination
tests imposed by the Code. If the tests are not satisfied,
contributions by or for highly compensated employees are
reduced. Each participant (or the beneficiary of a deceased
participant) receives the full amount allocated to a
participants account upon any termination of the
participants employment. During 2005, a total of
$2,401,217, consisting of both participant before-tax
contributions and Company matching contributions, was allocated
to participants accounts under the 401(k) Plan,
including an aggregate amount of $80,784 to the accounts of the
executive officers which is included in the compensation shown
in the table. The amounts allocated during 2005 to the accounts
of the executive officers named in the table are as follows:
Mr. J.S. Gorman ($16,800); Mr. Kirkendall ($16,488);
Mr. Danuloff ($10,148); Ms. Sovine ($14,254); and
Mr. J.C. Gorman ($3,421).

(2)

The pension plan in which the Companys
executive officers participate is a defined benefit plan
covering substantially all employees of the Company and
Patterson Pump Company; and the amounts of contributions or
accruals applicable to the individual participants therein
cannot be readily calculated. The aggregate contributions made
to such plan for the benefit of the Companys executive
officers amount to approximately 2.1% of the total contributions
made on behalf of all participants covered by the plan.

In general, a participants monthly benefit
under the pension plan is determined by multiplying 1.1% of his
final average monthly compensation by the number of his credited
years and months of service. A participants final average
monthly compensation is one-twelfth of the average annual
compensation of the participant for the last 10 years of the
participants employment with the Company (or Patterson
Pump Company) or, if less than 10, for his actual years of such
employment. The compensation covered by the pension plan for
2005 is identical to the compensation set forth in the table,
except that the plan does not cover profit-sharing bonuses or
amounts labeled other in the table received by any
executive officer, as well as any compensation in excess of
$210,000, effective November 1, 2005. However, compensation
covered by the pension plan does include any before-tax
contributions made by the participant to the 401(k) Plan. The
benefit amounts applicable to each individual participant are
not subject to any deduction for Social Security benefits or
other offset amounts.

As of November 1, 2005, the Named Officers
had the following number of credited full years of service under
the Companys pension plan: Mr. J.S. Gorman 27;
Mr. Kirkendall 27; Mr. Danuloff 34;
Ms. Sovine 26; and Mr. J.C. Gorman
56. As of November 1, 2005, the estimated annual benefits
payable at age 65 upon retirement to Messrs. Gorman,
Kirkendall, Danuloff, Ms. Sovine and Mr. Gorman are
$51,282, $32,449, $36,183, $25,803 and $71,388, respectively.
Mr. J.C. Gorman is age 81 and remains active as an
officer of the Company. In accordance with the terms of the
pension plan, because Mr. J.C. Gorman is over age 70
1/2, he received payments from the pension plan which totaled
$73,219 in 2005.

(3)

Amounts include taxable life insurance, and
Company contributions to Christmas Savings Plan and Employee
Stock Purchase Plan.

(4)

Amounts contributed by the Company on behalf of
the Named Officers to the 401(k) Plan.

The following table shows the estimated annual
benefits under the Companys pension plan which would have
been payable to employees in various compensation
classifications upon retirement in 2005 at age 65 after
selected periods of service.

Final Average

Annual Pay

at Age 65*

10 Years

20 Years

30 Years

40 Years

$

25,000

$

2,750

$

5,500

$

8,250

$

11,000

50,000

5,500

11,000

16,500

22,000

75,000

8,250

16,500

24,750

33,000

100,000

11,000

22,000

33,000

44,000

125,000

13,750

27,500

41,250

55,000

150,000

16,500

33,000

49,500

66,000

175,000

19,250

38,500

57,750

77,000

200,000

22,000

44,000

66,000

88,000

* Compensation in excess of $210,000 is not
taken into account under the pension plan.

Under the supervision of the Salary Committee of
the Board of Directors, the Company has developed compensation
policies which seek to enhance the profitability of the Company,
and thus shareholder value, by aligning closely the financial
interests of the Companys corporate officers and other key
employees with those of its shareholders. As a starting point,
annual base salaries are generally set somewhat below
competitive levels so that the Company relies to a large degree
on annual incentive compensation to retain corporate officers
and other key employees of outstanding abilities and to motivate
them to perform to the full extent of their abilities. The
incentive compensation is then closely tied to corporate and
individual performances in a manner that encourages a long and
continuing focus on building profitability and shareholder value.

Based on an evaluation of these factors, the
Committee believes that the corporate officers and other key
employees of the Company are dedicated to achieving improvements
in long-term financial performance and that the compensation
policies the Committee administers have contributed to achieving
this management focus.

Compensation for each of the Named Officers, as
well as other executive officers and certain senior executives,
consists of a base salary and annual incentive compensation or
profit sharing. The base salaries are fixed at levels somewhat
below the competitive amounts paid to senior managers with
comparable qualifications, experience and responsibilities at
other companies engaged in the same or similar businesses as the
Company. The annual incentive compensation is more closely tied
to the Companys success in achieving significant financial
and non-financial performance goals. The Committee considers the
total compensation of each of the Named Officers and the other
executive officers and certain senior executives in establishing
the elements of compensation.

In the early part of each fiscal year, the
Committee reviews with the Chief Executive Officer and approves,
with modifications considered appropriate, an annual salary for
the Companys executive officers and certain senior
executives (other than the Chief Executive Officer). Salaries
are developed based upon industry and national surveys and
performance judgments as to the past and expected future
contributions of the individual executive officers and certain
senior executives. The Committee independently reviews and fixes
the base salary of the Chief Executive Officer based on similar
competitive compensation data and the Committees
assessment of his past performance and its expectation as to his
future contributions in leading the Company.

At the beginning of each year, performance
objectives for purposes of determining annual profit sharing are
also established based upon operating earnings. At the end of
each year, performance against these objectives is determined by
an arithmetic calculation. In determining the profit sharing in
2005 for eligible employees, including the Named Officers, the
Committee reviews managements recommendations with the
Chief Executive Officer based on individual performance. The
results of

these evaluations are considered by the Salary
Committee and the Board of Directors when determining the
amounts to be awarded as profit sharing (which appear as
Bonus in the Summary Compensation Table on page 14).

The Committee believes that its compensation
policies have successfully focused the Companys senior
management on building continued profitability and shareholder
value.

The foregoing report has been furnished by
members of the Salary Committee.

Set forth below is a line graph comparing the
yearly percentage change in the cumulative total shareholder
return on the Companys Common Shares against the
cumulative total return of the American Stock Exchange Market
Value Index and a Peer Group Index for the period of five fiscal
years commencing January 1, 2001 and ending
December 31, 2005. The issuers in the Peer Group Index were
selected on a line-of-business basis by reference to SIC Code
3561 Pumps and Pumping Equipment. The Peer Group Index is
composed of the following issuers: Ampco-Pittsburgh Corp.,
Dyneco Corporation, Flowserve Corp., Graco Inc., Idex Corp.,
Met-Pro Corp., Robbins & Myers Inc. and Roper Industries
Inc., in addition to the Company.

A proposal will be presented at the Meeting to
ratify the appointment by the Audit Review Committee of the
Board of Directors of Ernst & Young LLP as independent
public accountants for the Company during the year ending
December 31, 2006. Representatives of Ernst & Young LLP
are expected to be present at the Meeting, will have an
opportunity to make a statement if they so desire, and are
expected to be available to respond to appropriate questions.

The Company paid Ernst & Young LLP the
following fees in connection with the Companys fiscal
years ending December 31, 2005 and 2004:

Audit
Fees  $795,000 (2005);
$865,000 (2004). Audit fees consist of the aggregate fees billed
for professional services rendered for the audit of the
Companys annual financial statements and the reviews of
the Companys interim financial statements included in its
quarterly reports on Form 10-Q, or services that are
normally provided by the accounting firm in connection with
statutory and regulatory filings or engagements for those fiscal
years. The fees paid in 2004 and 2005 also cover services
performed in connection with the Sarbanes-Oxley Section 404
attestation and other Sarbanes-Oxley requirements.

Audit-Related
Fees  $30,000 (2005);
$30,000 (2004). Audit-related fees consist of the aggregate fees
billed for assurance and related services that are reasonably
related to the performance of the audit or review of the
Companys financial statements and are not reported under
the caption Audit Fees. The audit-related fees were
paid for the following services: benefit plan audits.

Tax Fees 
$48,000 (2005); $205,000 (2004). Tax fees consist of the
aggregate fees billed for professional services rendered for tax
compliance, tax advice and tax planning. The tax fees were paid
for the following services: federal and international tax
planning and advice; federal, state, local and international tax
compliance; state and local tax consulting; form 5500 compliance
issues; Canadian compliance issues; and other tax advice and
assistance regarding statutory and regulatory matters.

All Other
Fees  $0 (2005); $0 (2004).
The all other fees category consists of the
aggregate fees billed for products and services provided, other
than the services reported in the foregoing three paragraphs.

Under its Charter, the Audit Review Committee of
the Companys Board of Directors is directly responsible
for the oversight of the work of Ernst & Young LLP and has
the sole authority to (i) appoint, retain and terminate
Ernst & Young LLP, (ii) pre-approve all audit
engagement fees, terms and services, and (iii) pre-approve
scope and fees for any non-audit engagements with
Ernst & Young LLP. The Committee exercises this
authority in a manner consistent with applicable law and the
rules of the Securities and Exchange Commission and the American
Stock Exchange, and Ernst & Young LLP reports directly to
Committee. In addition, the Committee has determined to delegate
its authority to grant any pre-approvals to its Chairman,
subject to the report of any such pre-approvals to the Committee
at its next scheduled meeting. With respect to certain of the
services categorized above, the following percentage of services
were rendered by Ernst & Young LLP in accordance with
the annual de minimus exception to the pre-approval
requirement: Audit-Related Fees  0%; Tax
Fees  0%; All Other Fees  0%.

Ratification by the shareholders of the
appointment of Ernst & Young LLP is not required by law.
However, the Board of Directors believes that shareholders
should be given this opportunity to express their views on the
subject. While not binding on the Audit Review Committee of the
Board of Directors, the failure of the shareholders to ratify
the appointment of Ernst & Young LLP as the Companys
independent public accountants would be considered by the Audit
Review Committee in determining whether to continue the
engagement of Ernst & Young LLP. Even if the appointment is
ratified, the Audit Review Committee of the Board of Directors
may, in its discretion, select a different firm of independent
public accountants for the Company at any time during the year
if it determines that such a change would be in the best
interests of the Company and its shareholders.

The Directors recommend a vote FOR Proposal
No. 2 to ratify the appointment of Ernst & Young LLP as the
Companys independent public accountants.

The Companys 2005 annual report to
shareholders, including financial statements, is being mailed
concurrently with this Proxy Statement to all shareholders of
the Company.

The cost of soliciting proxies will be paid by
the Company. In addition to the use of the mails, proxies may be
solicited personally or by telephone, telecopy or other means of
communication by a few officers or regular employees of the
Company. No separate compensation will be paid for the
solicitation of proxies, although the Company may reimburse
brokers and other persons holding Common Shares in their names
or in the names of nominees for their expenses in sending proxy
material to the beneficial owners of such Common Shares.

Any proposal by a shareholder intended to be
presented at the 2007 annual meeting of shareholders must be
received by the Company for inclusion in the proxy statement and
form of proxy of the Company relating to such meeting on or
before November 29, 2006. If a shareholder proposal is
received after February 27, 2007, it will be considered
untimely and the proxy holders may use their discretionary
voting authority if and when the proposal is raised at such
annual meeting, without any discussion of the matter in the
proxy statement. The Board of Directors proxy for the 2007
annual meeting of shareholders will grant discretionary voting
authority to the proxy holders with respect to any such proposal
received after February 27, 2007.

Any shareholder wishing to communicate with the
Board of Directors may send a written statement or inquiry to
the Companys Corporate Secretary. All writings will be
acknowledged by the Corporate Secretary and presented for
consideration and response at the next scheduled Board meeting.

Financial and other reports will be submitted to
the Meeting, but it is not intended that any action will be
taken in respect thereof. The Company did not receive notice by
February 28, 2006 of, and the Board of Directors is not
aware of, any matters other than those referred to in this Proxy
Statement which might be brought before the Meeting for action.
Therefore, if any such other matters should arise, it is
intended that the persons appointed as proxy holders will vote
or act thereon in accordance with their own judgment.

You are urged to date, sign and return your proxy
promptly. For your convenience, enclosed is a self-addressed
return envelope requiring no postage if mailed in the United
States.

The purposes of the Committee are to
(a) assist the Board of Directors in fulfilling the Board
of Directors oversight responsibilities with respect to
(i) the integrity of the Companys financial
statements, (ii) the Companys compliance with legal
and regulatory requirements, (iii) the independent
auditors qualifications and independence, and
(iv) the performance of the independent auditors and the
Companys internal audit function; and (b) prepare the
Committees report to be included in the Companys
annual proxy statement (the Audit Review Committee
Report).

The Committee has the sole authority to
(a) appoint, retain and terminate the Companys
independent auditors, (b) pre-approve all audit engagement
fees, terms and services, and (c) pre-approve any non-audit
engagements with the Companys independent auditors. The
independent auditors shall report directly to the Committee. The
Committee shall exercise this authority in a manner consistent
with applicable law and the rules of the Securities and Exchange
Commission (SEC) and the American Stock Exchange,
LLC (AMEX). The Committee may delegate the authority
to grant any pre-approvals required by applicable law or rules
to one or more members of the Committee as it designates,
subject to the delegated member or members reporting any such
pre-approvals to the Committee at its next scheduled meeting.

The Committee shall have the resources and
authority necessary to discharge its responsibilities as
required by law, including the authority to engage independent
counsel and other advisors as the Committee deems necessary to
carry out its duties, and the Company will provide appropriate
funding as determined by the Committee.

The Committee shall consist of at least three
members. The Board of Directors will appoint the members and the
Chairman of the Committee. Committee members shall serve at the
pleasure of the Board of Directors and for such term or terms as
the Board of Directors may determine.

Each Committee member shall (a) meet the
independence criteria of the rules of the SEC and the AMEX, and
(b) be financially literate or become financially literate
within a reasonable period of time after his or her appointment
to the Committee. Additionally, at least one member of the
Committee shall have accounting or related financial management
expertise sufficient to meet the criteria of a financial
expert within the meaning of the SEC rules.

Each Committee member shall serve on no more than
three audit committees of public companies (including the
Company).

The Committee shall meet in person or
telephonically at least quarterly, or more frequently as it may
determine necessary. The Chairman of the Committee shall, in
consultation with the other members of the Committee, the
Companys independent auditors and the appropriate officers
of the Company, be responsible for calling meetings of the
Committee, establishing agenda therefor and supervising the
conduct thereof. The Committee may also take any action
permitted hereunder by unanimous written consent.

The Committee may invite any officer or employee
of the Company or the Companys outside legal counsel or
independent auditors or others to attend a meeting of the
Committee. The Committee shall meet quarterly with the
Companys management, and as needed with the internal audit
staff and/or the independent auditors to discuss any matter that
the Committee, management, the independent auditors or such
other persons believe should be discussed.

Review and discuss with appropriate officers of
the Company and the independent auditors the annual audited and
quarterly financial statements of the Company, including
(a) the Companys disclosure of significant accounting
policies under Managements Discussion and Analysis
of Financial Condition and Results of Operations, and
(b) the disclosures regarding internal controls and other
matters required by applicable law and SEC rules.

Review and discuss earnings and other financial
press releases (including any use of pro forma or
adjusted non-GAAP information), as well as financial
information and earnings guidance provided to analysts and
rating agencies (which review may occur after issuance and may
be done generally as a review of the types of information to be
disclosed and the form of presentation to be made).

Review disclosures made by the Companys CEO
and CFO in connection with the Forms 10-K and 10-Q
certification process concerning significant deficiencies in the
design or operation of internal controls or any fraud that
involves management or other employees who have a significant
role in the Companys internal controls.

Review significant accounting, legal and
reporting issues, and understand their impact on the financial
statement presentations.

The Audit Committee should approve the
appointment and replacement of the internal auditor or
outsourced internal audit service provider. At least annually,
the Audit Committee should evaluate the effectiveness of the
internal audit function and consider the need to make changes to
ensure that internal audit objectives are being met.

Review and discuss with the internal audit staff
the Internal Audit Charter and plans for and the scope of
ongoing audit activities.

Review and discuss with the internal audit staff
risk assessment issues, the annual report of audit activities,
and examinations and results thereof performed by the internal
audit staff.

Understand the scope of internal and independent
auditors review of internal controls, and obtain reports
on significant findings and recommendations, together with
managements responses.

Review the effectiveness of the Companys
internal control system, including information technology
security.

Meet separately with management to discuss any
matters that the Committee or internal audit staff believes
should be discussed privately.

Review the performance of the independent
auditors. In performing this review, the Committee shall:

At least annually, obtain and review a report by
the independent auditors describing (a) the audit
firms internal quality-control procedures, and
(b) any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any
inquiry or investigation by governmental or professional
authorities, within the preceding five years, with respect to
one or more independent audits carried out by the firm, and any
steps taken to deal with any such issues raised.

In connection with the retention of the
Companys independent auditors, at least annually, review
and discuss the information provided by management and the
auditors relating to the independence of the audit firm,
including, among other things, information related to the
non-audit services provided and expected to be provided by the
auditors.

Review and discuss with the independent auditors
the plans for, and the scope of, the annual audit and other
examinations, including the adequacy of staffing and
compensation.

Review and discuss with the independent auditors
the matters required to be discussed by Statement on Auditing
Standards No. 61 relating to the conduct of the audit, as
well as any audit problems or difficulties and managements
response.

Review and discuss with the independent auditors
(a) the report of their annual audit, or proposed report of
their annual audit, (b) the accompanying management letter,
if any, (c) their reviews of the Companys interim
financial statements conducted in accordance with Statement on
Auditing Standards No. 100, and (d) the reports of the
results of such other examinations outside of the course of the
independent auditors normal audit procedures that the
independent auditors may from time to time undertake.

Confirm the rotation of the independent audit
partner every five years and other audit partners every seven
years.

Review and discuss with the internal audit staff
recommendations made by the independent auditors.

Periodically obtain reports from management that
the Company and its subsidiary/foreign affiliated entities are
in conformity with applicable legal requirements and the
Companys Code of Ethics.

Establish procedures for (a) the receipt,
retention and treatment of complaints received by the Company
regarding accounting, internal controls or auditing matters; and
(b) the confidential, anonymous submission by employees of
the Company of concerns regarding questionable accounting or
auditing matters as required by applicable law and the SEC and
AMEX rules and (c) the confidential receipt, retention and
consideration of any report of evidence of a material violation
(within the meaning of Rule 205 of the Rules of Practice of
the SEC).

Discuss with the Companys Corporate Counsel
legal matters that may have a material impact on the financial
statements or the Companys compliance policies.

that require disclosure to the Committee under
Section 10A(b) of the Securities Exchange Act of 1934.

Discuss guidelines and policies with respect to
risk assessment and risk management to assess and manage the
Companys exposure to risk. The Committee shall discuss the
Companys major financial risk exposures and the steps
management has taken to monitor and control these exposures.

Review and discuss any filing with the Securities
and Exchange Commission in which the independent auditor has
been involved with respect to preparation or review.

Review and discuss such other matters that relate
to the accounting, auditing and financial reporting practices
and procedures of the Company as the Committee may, in its own
discretion, deem desirable in connection with the review
functions described above.

The Committee shall have the authority to
establish other rules and operating procedures in order to
fulfill its obligation under this Charter and applicable rules
or regulations.

The Committee will conduct and review with the
Board of Directors annually an evaluation of this Charter and
recommend any changes to the Board of Directors. The Committee
may conduct this charter evaluation in such manner as the
Committee, in its business judgment, deems appropriate. In
addition, the Committee will assure that the Charter will be
attached as an appendix to the Companys proxy statement at
least once every three years.

The Committee Will conduct and review with the
Board of Directors annually an evaluation of the
Committees performance with respect to the requirements of
this Charter. This evaluation will also set forth the goals and
objectives of the Committee for the upcoming year. The Committee
may conduct this performance evaluation in such manner as the
Committee, in its business judgment, deems appropriate.

Adopted by the Audit Review Committee
October 23, 2003.

Reviewed and approved by the Audit Review
Committee without change July 22, 2004.

The
undersigned hereby appoints James C. Gorman, Jeffrey S. Gorman and David P. Emmens as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to represent and to vote
all of The Gorman-Rupp Company Common Shares held of record on March 15, 2006 by the undersigned at
the Annual Meeting of the shareholders to be held on April 27, 2006, or at any adjournment thereof,
as follows:

The Board of
Directors recommend a vote FOR Proposal No. 1.

WITHHOLD

1.

ELECTION OF DIRECTORS

AUTHORITY

Fixing the number of Directors at 8 and electing

to vote for all

all nominees listed (except as
marked to the contrary below)

FOR

nominees listed

(INSTRUCTION: To withhold authority

o

o

to vote for any individual nominee, write his name below)

The Board of
Directors recommend a vote FOR Proposal No. 2

FOR

AGAINST

ABSTAIN

2.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
as independent public accountants

o

o

o

3.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting.

When properly executed, this proxy will be voted in the manner directed by the undersigned
shareholder; if no direction is made, this proxy will be voted FOR proposals 1 and 2.

Please sign exactly as your name appears below. If signing as attorney, executor,
administrator, trustee or guardian, please give full title as such; and if signing for a
corporation, please give your title. When shares are in the names of more than one person, each
should sign.